The Company’s policy, reflecting current legal requirements, is that its associates (i.e., employees and directors) should not make any disclosure of material nonpublic information about the Company to anyone outside the Company (other than to persons who first are obliged in writing to maintain confidentiality), unless the Company simultaneously discloses such information to the public.

This is a highly technical area with significant consequences for the Company if this Policy is breached.

If you believe that a disclosure of material nonpublic information about the Company may have occurred, immediately notify the Company’s General Counsel or another member of the Legal Department.

Here are some examples of the areas affected by this Policy:

• Quarterly earnings releases and related conference calls;
• Speeches, interviews and conferences;
• Providing “guidance” as to the Company’s performance or results;
• Responding to market rumors;
• Contacts with financial analysts and rating agencies covering the Company;
• Reviewing analyst reports and similar materials;
• Referring to or distributing analyst reports on the Company;
• Analyst and investor visits; and
• Postings on the Company’s website.

This Policy has been adopted primarily in response to Regulation FD (Fair Disclosure) under the Securities Exchange Act of 1934, which sets forth the SEC’s rules intended to combat the practice known as “selective disclosure” of material nonpublic information.

All questions about this Policy should be directed to the Company’s General Counsel or another member of the Legal Department. The Company has also established a Disclosure Committee that is responsible for interpreting this Policy and for establishing and implementing procedures to ensure compliance of all communications by the Company’s associates with applicable securities laws.

The Disclosure Committee is made up of the persons holding the positions listed on Exhibit A attached hereto. Top

In simple terms, material information is any type of information that could reasonably be expected to affect the price of the Company’s securities.

While it is not possible to identify all information that may be deemed “material,” the following types of information might be considered material depending on its content. Note, however, that this list is not all-inclusive and that it is not meant to cover all situations:

• Financial performance, especially quarterly and year-end earnings,
  and significant changes in financial performance or liquidity;
• Company projections and strategic plans;
• Potential mergers and acquisitions or the sale of Company assets or subsidiaries;
• New major contracts, orders, suppliers, customers, or finance sources, or the loss thereof;
• Significant changes or developments in the air cargo market or the financial condition of any of the Company’s customers;
• Significant pricing changes;
• Stock splits, public or private securities/debt offerings, or changes in Company dividend policies or amounts;
• Significant changes in senior management;
• Significant labor disputes or negotiations;
• Actual or threatened major litigation, or the resolution of such litigation; and
• Changes in auditors or notification from an auditor that the Company may no longer rely on an earlier audit report.

Material information is “nonpublic” if it has not been widely disseminated to the public through major newswire services, national news services and financial news services or pursuant to a filing with the SEC. Top

In addition, disclosure may be made by (i) other people who are expressly designated as spokespersons for the Company by the Disclosure Committee or (ii) any individuals designated by any two individuals listed on Exhibit B.

If you receive a request from someone outside the Company for material nonpublic information—for example, seeking guidance about our quarterly results, or asking for confirmation of a rumor—you should not respond.

Instead, you should either (i) refer them directly to one of the individuals named in Exhibit B or to a member of the Disclosure Committee or (ii) ask for the person’s name and number and contact one of the individuals named above or a member of the Disclosure Committee. Top

With respect to quarterly earnings, the Company:

• Will adopt a "quiet period," which will begin 10 business days prior to the scheduled quarterly earnings release. During quiet periods, no director, officer or employee, including any designated spokesperson(s), should make comments relating to the Company’s earnings prospects. Examples of prospective earnings comments include revenue projections, income or loss projections, pricing, profit margins, and utilization trends; significant new customers, products, services, and process developments; and projected demand or market potential of products and services. Exceptions to the restrictions listed above may occur at the discretion of the Disclosure Committee.
• Will issue an earnings release through widely circulated news and wire services, and posting on the Company’s website.
• Will file with the SEC a Current Report on Form 8-K to disclose the issuance of such earnings release.
• May conduct a public conference call. If it does, the Company will provide advance public notice and public access information for each scheduled conference call. Anyone may listen to the call by telephone or webcast.
• May allow a limited group to ask questions on the conference call, as long as all listeners can hear the questions and answers.
• Will make an audio recording and/or transcript of the conference call publicly available through the Company’s website or an outside service for 90 days following the call. After this time, these items may be moved to an archive section of the Company’s website and clearly identified as historic materials and documents.

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1. Correcting historical factual information only;
2. Pointing out information that is already in the public domain;
3. Providing information that the Company believes is clearly nonmaterial; and
4. Discussing generally the factors that might influence the underlying assumptions used for future projections.

Despite the foregoing, the Company will not review earnings models. Top

Like most companies, the Company follows this approach consistently in order to avoid providing an implied confirmation or denial in other circumstances.

Any exceptions to this Policy should be approved in advance by the Disclosure Committee. Top

As an individual, you are required to comply with all applicable laws. Under SEC rules, as an individual you could be held personally liable for substantial penalties if you disclose material nonpublic information in a deliberate or reckless manner.

Any violation of this policy by an associate of the Company may subject such associate to disciplinary action, up to and including discharge. Top